SCC Membership
Service Level Agreement
SPECIFY COLLECTIONS CONSORTIUM
This Agreement, and membership in the Specify Collections Consortium (“SCC”), is effective as of Effective Date between the University of Kansas Center for Research, Inc., (“KUCR”), a not-for-profit corporation organized and existing under the laws of the State of Kansas, USA, affiliated with the University of Kansas (“KU”), a state institution of higher education, on behalf of the Specify Collections Consortium, having an address at 2385 Irving Hill Rd, Lawrence, KS 66045-7568, USA and the Research Organization (“RO”) identified in Exhibit A. KUCR and RO are collectively referred to herein as the “Parties”.
WHEREAS, KUCR is establishing the Specify Collections Consortium, under the direction of Aimee M. Stewart, to create a forum for interaction among research institutions in the disciplines of Biodiversity and Earth Science Informatics (the “Discipline”), to provide collaboration, guidance, and open-source software for research on Biological or Geological Occurrence Data, and to cultivate both an open source community and an ecosystem of technical capabilities and services,
WHEREAS, RO is an entity that would like to participate in the SCC in support of Biodiversity and Earth Science Informatics Research, inform and guide the direction of the Research, and receive preferred access to research software and technical documentation and support,
WHEREAS, RO would like to become a member of the SCC at the Membership Level and price in Exhibit A, with levels and benefits defined in the SCC Membership Rights and Responsibilities (SCC MRR).
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, KUCR and RO agree as follows:
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Membership. RO agrees to participate as a member of the SCC, pay the Membership Fee as defined below, and abide by the terms of this Agreement.
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Membership Fee. Upon the Effective Date and upon each Anniversary Date, as defined in Exhibit A, KUCR shall invoice RO for the annual membership fee (“Membership Fee”) for the membership level and price defined in Exhibit A. Payment is due 30 days from the Effective Date. Failure to submit payment within 30 days will result in termination of membership privileges until payment is rendered. If RO is a government entity subject to fiscal year or appropriation constraints, the timing of payment will be as permitted by applicable law. Notwithstanding the preceding, SCC may suspend this Agreement for nonpayment. KUCR may adjust the Membership Levels and Fees in the MRR with written notice 90 days prior to the Anniversary Date on which such adjustments will be effective.
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SCC Membership Status. A Member in good standing keeps all paperwork related to its membership and yearly renewal up to date and all fees paid. In the event payments are not received by KUCR within 30 days from the Effective Date, the Member will be considered a Member not in good standing.
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ByLaws. KUCR will abide by the terms and conditions described in the SCC ByLaws. KUCR may adjust the SCC ByLaws with written notice 90 days prior to the changes taking effect.
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Research. KUCR shall use Membership Fees from all organizations which participate in the SCC, including RO (each a “Member,” and collectively, “Members”), to conduct research, which may include undergraduate training, graduate research, technology evaluation, design and development of software applications, technical support, and facilitation of data exchange. Membership Fees will also be used to provide Members with full and unrestricted access to intellectual and technological products of the Consortium funded project, which may include improved designs, algorithms, software, network implementations, and other materials and methods in the field of Biodiversity Informatics.
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Use of Results. KUCR grants RO the right to use all software, reports, documentation, and information resulting from RO’s digitization activities. KUCR grants RO, as a member in good standing, a non‑exclusive, worldwide, royalty‑free right to use software, reports, and documentation produced by SCC and made available to Members under GPL‑3.0 and CC‑BY, as applicable. RO retains ownership of its own data and digitization outputs.
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Intellectual Property. The SCC will license its primary software products as open-source code under General Public License 3 (“GPL3”), managed in an openly accessible software archive, and made freely available to all members. Neither the SCC nor KUCR make any claim of ownership to RO collection data that RO adds to their database(s) and will not use or distribute such data without the express written permission of RO. RO represents it will not contribute code or content it does not have rights to license under GPL3.
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Metadata Collection. The SCC reserves the right to collect metadata relating to databases using Specify software. This metadata is limited to configuration, structure, size, and usage of the database, and does not include any RO database contents. SCC will not collect personal data.
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Compliance with General Public License 3. RO has reviewed, agrees to abide by, and shall have all rights and obligations as set forth in, the GPL3. RO agrees that the GPL3 will serve as both the general contribution license for the SCC as well as the distribution license unless otherwise agreed to in accordance with the SCC Bylaws. SCC may reject contributions at its discretion.
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Option to Contribute Software. RO shall have the option to contribute new or revise existing modules in the Consortium code repository. All contributed code will be reviewed by SCC staff for quality and suitability before acceptance.
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Meetings. The SCC will hold Board and Advisory Committee meetings to review the state-of-the-art software approaches, assess the state of current consortium software collaborations, and develop general goals, frameworks, and roadmaps for future Biodiversity and Earth Science Informatics research and research products of the SCC. The SCC Executive Director will organize and schedule meetings of the Board of Members and Technology and User Advisory Committees that will be constituted in accordance with the SCC Bylaws. At any SCC meeting at which other Members are present, and to the extent permitted by law, RO shall abide by the SCC Bylaws and SCC Meeting Guidelines.
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Costs and Expenses. RO shall bear all of its own costs and expenses related to membership in the Consortium including, but not limited to, compensation payable to RO’s employees (including, without limitation, developers assigned to participate in collaborative development) that participate in the Consortium on behalf of RO, and all travel and other expenses associated with RO’s participation in Consortium meetings, conferences, and development projects. Except as otherwise set forth in this Agreement or in the SCC Bylaws, RO understands and agrees that RO has no rights of reimbursement from the Consortium.
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Confidentiality. RO will not disclose any confidential or proprietary information to KUCR or other Members while participating in SCC meetings and Research. To the extent permitted by law, any ideas, suggestions or research requests involving the Specify software by RO are subject to the applicable GPL3 license, and are encouraged to be shared with the SCC. If RO wishes to sponsor research solely for its benefit and not the benefit of the other Members, RO may request to enter into a sponsored research agreement or other appropriate agreement with KUCR. The parties will not exchange regulated data (e.g., PHI, PCI, sensitive PII) under this Agreement. Any such exchange requires a separate, duly executed data protection agreement.
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Publicity. RO agrees not to use directly or indirectly the name of KUCR or KU, the name of any employee of KU or KUCR, its seal or emblem in any publicity, advertising of any nature or other release without the prior written consent of the relevant institution(s). Likewise, KUCR agrees not to use the name of any employee of RO or any seal, emblem or any trademark of RO without the prior written consent of RO. Each party may identify the other solely as a member/participant in factual member lists, grant reports, or required disclosures, without implying endorsement. Any other use of names, seals, or marks is expressly prohibited and required prior written consent.
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Warranty Disclaimer. KUCR makes no representations or warranties, expressed or implied, to any matter whatsoever, including, without limitation, results of the Research or any invention(s) or product(s), whether tangible or intangible, conceived, discovered, or developed during the Research; or the ownership, merchantability, or fitness for a particular purpose of the Research or any resulting invention or product. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, SCC SERVICES AND MATERIALS ARE PROVIDED “AS IS” WITHOUT WARRANTIES; KUCR DISCLAIMS ALL IMPLIED WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR LOST PROFITS DAMAGES. AGGREGATE DIRECT DAMAGES ARE CAPPED AT THE AMOUNTS PAID BY RO UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE CLAIM. Neither RO nor KUCR make any representations or warranties regarding actual or potential infringement of patents or copyrights of third parties, and RO acknowledges that the avoidance of such infringement in the design, use, manufacture, and dissemination of products and processes related to the Research shall remain the sole responsibility of the RO.
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Liability. Each party is responsible for its own negligent acts or omissions to the extent permitted by applicable law. No party assumes responsibility for the other party’s negligence.
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Termination. RO’s participation in the SCC is considered automatically renewed upon each payment of the annual Membership Fee. KUCR may terminate RO’s participation in the SCC upon thirty (30) days’ advance written notice to RO. In the event of such termination, KUCR shall refund to RO its Membership Fee, prorated to the quarter in which the termination becomes effective. RO may terminate its participation in the SCC at any time by giving KUCR written notice at least thirty (30) days prior to RO’s next Anniversary Date. Either party may terminate for material breach after 30 days’ written notice and opportunity to cure. Refunds (if any) are limited to prepaid, unused fees, net of amounts then due.
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Relationship of KUCR and RO. KUCR is not authorized or empowered to act as agent for RO for any purpose and shall not enter into any contract, warranty, or representation as to any matter on behalf of RO. RO shall not be bound by the acts or conduct of KUCR. RO is not authorized or empowered to act as an agent for KUCR for any purpose and shall not enter into any contract, warranty, or representation as to any matter on behalf of KUCR. KUCR shall not be bound by the acts or conduct of RO. RO is not authorized or empowered under this Agreement to act as an agent on behalf of any other Member in the SCC.
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Entire Agreement; Amendments; Modifications. This Agreement, together with any attachments, exhibits, or addenda, constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all previous or contemporaneous agreements and representations, whether oral or written. Any modification of this Agreement shall be made in a writing signed by a duly authorized representative of each party. This Agreement may be executed in any number of counterparts (electronic transmission of PDF documents included), each constituting an original, but all such counterparts together constituting one and the same instrument. Any party may also execute this Agreement using electronic signatures, and each party agrees that any electronic signature will have the same legal significance as handwritten signatures.
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Contacts. RO will provide SCC with a list of Institutional Contacts the SCC may use to contact RO regarding Administrative, Financial, Information Technology, and General topics. RO will notify the SCC when there is an update to contact information.
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Invoices. RO will provide SCC with new or modified information to be included in the invoice at least 90 days prior to the Effective Date.
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Notices. Notices from RO to SCC shall be sent to the SCC Consortium Executive Director and Membership or Fulfillment Officer listed below. Notices and communications hereunder shall be deemed made if given by certified email, registered or certified envelope, postage prepaid, and addressed to the party to receive such notice, invoice, or communication at the address given below, or such other address as may hereafter be designated by notice in writing:
For KUCR / administrative:
University of Kansas Center for Research, Inc.
2385 Irving Hill Road
Lawrence, KS 66045, USA
kucrbussvs@ku.edu
For Specify Collections Consortium:
Aimee M. Stewart, Consortium Executive Director
Biodiversity Institute, University of Kansas
1345 Jayhawk Boulevard
Lawrence, KS 66045, USA
Office: +1 785-864-2233
Email: director@specifysoftware.org
Theresa M. Miller, Membership and Fulfillment Officer
Biodiversity Institute. University of Kansas
1345 Jayhawk Boulevard
Lawrence, KS 66045, USA
Office: +1 785-864-4652
Email: membership@specifysoftware.org
IN WITNESS WHEREOF, the parties have accepted and executed this Agreement through their duly authorized representatives as of the date entered below.
| Member Institution (RO) | The University of Kansas Center for Research, Inc., on behalf of the Specify Collections Consortium | |
|---|---|---|
| Signature | Signature | |
| Name | Name | |
| Title | Title | |
| Date | Date |
Exhibit A:
Research Organization (RO): ___________________________________________
RO Business Office Address: ___________________________________________
RO Legal Jurisdiction: ___________________________________________
Effective Date: ___________________________________________
Anniversary Date: ___________________________________________
Membership Level: ___________________________________________
Membership Price: ___________________________________________
Collections Covered in Agreement:
| Collection Name | Discipline | Category | Price |
|---|---|---|---|
SCC may use RO provided logo on SCC website and marketing materials: _______
SCC may maintain a backup of RO’s database(s) (X for yes/true):
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for RO-requested technical support on an
- SCC Staff Machines: _______
- SCC Testing Server (AWS us-east-1 (N. Virginia, US) region): _______
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for internal testing on an
- SCC Staff Machines: _______
- SCC Testing Server (AWS us-east-1 (N. Virginia, US) region): _______